**Exhibit 4.23****Execution Copy****FOURTH AMENDMENT**     **THIS FOURTH AMENDMENT**is dated as of December 7 , 2007 (this “**Amendment**”) by and amongEMS TECHNOLOGIES CANADA, LTD., a corporation incorporated under the laws of Canada (the“**Borrower**”), EMS TECHNOLOGIES, INC., a Georgia corporation (the “**Parent**”), the Lenders listed onthe signature pages hereof and BANK OF AMERICA, NATIONAL ASSOCIATION (CANADA BRANCH), as CanadianAdministrative Agent (the “**Agent**”).     **WHEREAS**, the Borrower, the Parent, the Lenders and the Agent are parties to that certainCanadian Revolving Credit Agreement dated as of December 10, 2004, as amended by a first amendingagreement dated as of February 11, 2005, a second amending agreement dated as of June 24, 2005 anda third amending agreement dated as of August 10, 2005 (the “**Credit Agreement**”);     **AND WHEREAS**, the Borrower, the Parent, the Lenders and the Agent desire to amend the CreditAgreement in certain respects on the terms and conditions contained herein;     **NOW THEREFORE**, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:     Section 1. Defined Terms. Capitalized terms which are used and not defined hereinshall have the meanings ascribed to them in the Credit Agreement.     Section 2. Amendment. The Credit Agreement is hereby amended by deleting the date“December 9, 2007” contained in the defined term “**Commitment Termination Date**” in Section 1.1 ofthe Credit Agreement and substituting in lieu thereof the date “March 7, 2008”.     Section 3. Effectiveness of Amendment. The effectiveness of this Amendment is subjectto the truth and accuracy of the representations set forth in Section 4 and Section 5 below andreceipt by the Agent of each of the following, each of which shall be in form and substancesatisfactory to the Agent:     (a) Counterparts of this Amendment duly executed by the Borrower, each Guarantor, the Agentand all of the Lenders;     (b) A certified copy of resolutions of the board of directors of the Borrower authorizing thetransactions contemplated by this Amendment (including the extension of the Commitment TerminationDate);     (c) A duly executed amendment to the U.S. Revolving Credit Agreement providing for, amongother things, an extension of the Commitment Termination Date (as defined in the U.S. RevolvingCredit Agreement) to March 7, 2008;     (d) Payment of all fees, costs and expenses of the Agent and Lenders, including the fees ofAgent’s counsel incurred through the date of this Amendment; and
 

 
- 2 -     (e) Such other documents, agreements, instruments, certificates or other confirmations as theAgent may reasonably request.     Section 4. Representations of the Borrower. The Borrower represents and warrants tothe Agent and the Lenders that:     (a) Corporate Power and Authority. The Borrower has the corporate power and authorityto execute, deliver and perform the terms and provisions of the Credit Agreement, as amended bythis Amendment, and has taken all necessary corporate action to authorize the execution, deliveryand performance by it of this Amendment. The Borrower has duly executed and delivered thisAmendment, and this Amendment constitutes its legal, valid and binding obligation enforceable inaccordance with its terms, except to the extent that the enforceability thereof may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generallyaffecting creditors’ rights and by equitable principles (regardless of whether enforcement issought in equity or at law).     (b) No Violation. The execution, delivery or performance by the Borrower, andcompliance by the Borrower with the terms and provisions of this Amendment (i) will not contraveneany provision of any law, statute, rule or regulation or any order, writ, injunction or decree ofany court or Governmental Authority, (ii) will not conflict with or result in any breach of any ofthe terms, covenants, conditions or provisions of, or constitute a default under, or result in thecreation or imposition of (or the obligation to create or impose) any Lien upon any of the propertyor assets of the Borrower or any of its Subsidiaries pursuant to the terms of any indenture,mortgage, deed of trust, credit agreement or loan agreement, or any other agreement, contract orinstrument, to which the Borrower or any of its Subsidiaries is a party or by which it or any ofits property or assets is bound or to which it may be subject or (iii) will not violate anyprovision of the certificate or articles of incorporation or by-laws (or equivalent organizationaldocuments) of the Borrower or any of its Subsidiaries.     (c) Governmental Approvals. No order, consent, approval, license, authorization orvalidation of, or filing, recording or registration with (except for those that have otherwise beenobtained or made on or prior to the date of the effectiveness of this Amendment and which remain infull force and effect on such date), or exemption by, any Governmental Authority, is required toauthorize, or is required in connection with, (i) the execution, delivery and performance of thisAmendment by the Borrower or any Guarantor or (ii) the legality, validity, binding effect orenforceability of this Amendment against the Borrower or any Guarantor.     (d) No Default. No Default or Event of Default now exists or will exist immediatelyafter giving effect to this Amendment.     Section 5. Reaffirmation of Representations. The Borrower hereby repeats and reaffirmsall representations and warranties made by it to the Agent and the Lenders in the Credit Agreementand the other Loan Documents to which it is a party on and as of the date hereof (and after givingeffect to this Amendment) with the same force and effect as if such representations and warrantieswere set forth in this Amendment in full (except to the extent of changes resulting fromtransactions contemplated or permitted by the Credit Agreement and to the extent that suchrepresentations and warranties relate expressly to an earlier date).
 

 
- 3 -     Section 6. References to the Credit Agreement. Each reference to the Credit Agreementin any of the Loan Documents (including the Credit Agreement) shall be deemed to be a reference tothe Credit Agreement, as amended by this Amendment.     Section 7. Benefits. This Amendment shall be binding upon and shall inure to thebenefit of the parties hereto and their respective permitted successors and assigns.     Section 8. Expenses. The Borrower agrees to reimburse the Lenders and the Agent ondemand for all reasonable costs and expenses (including, without limitation, attorneys’ fees)incurred by such parties in negotiating, documenting and consummating this Amendment, the otherdocuments referred to herein, and the transactions contemplated hereby and thereby.     Section 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIOAND THE LAWS OF CANADA APPLICABLE THEREIN.     Section 10. Effect/Loan Document. Except as expressly herein amended, the terms andconditions of the Credit Agreement and the other Loan Documents shall remain in full force andeffect. This Amendment shall be deemed to be a “Loan Document” for all purposes under the CreditAgreement. The amendments herein will apply to all currently issued and outstanding Letters ofCredit, including any renewals or extensions thereof.     Section 11. Counterparts. This Amendment may be executed in any number ofcounterparts, each of which shall be deemed to be an original and shall be binding upon allparties, their successors and assigns.**[Signatures on Following Pages]**
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed as ofthe date first above written.      **EMS TECHNOLOGIES CANADA, LTD.**